Loading...
R-1543 - 03/08/2016 - AGREEMENTS - Resolutions Supporting Documents ITEM 8.A. 1) BOARD OF TRUSTEES MEETING VILLAGE of SAMUEL E. DEAN BOARD ROOM OAK B K BUTLER GOVERNMENT CENTER R t 1200 OAK BROOK ROAD OAK BROOK, ILLINOIS 630-368-5000 AGENDA ITEM Regular Board of Trustees Meeting of March 8, 2016 SUBJECT: Memorandum of Understanding—Polo FROM: Riccardo F. Ginex, Village Manager BUDGET SOURCE/BUDGET IMPACT: See Below RECOMMENDED MOTION: A Motion to Approve Resolution 2016-POLO- MOU-R-1543,A Resolution Approving a Memorandum of Understanding Between James Drury Partners and the Village of Oak Brook. Backaround/History: The Village has been approached by James Drury Partners, LTD to take over polo and run it privately with approval of the Village. This Memorandum of Understanding sets forth certain provisions between James Drury Partners and the Village with respect to the planning, marketing, and hosting of the Village's 2016 Polo Season. The Village Board has stated they will allocate $30,000 plus, $20,000 for field maintenance toward the 2016 polo season. Additionally, the Hotels of Oak Brook will donate $15,000 to polo for a total of$65,000. The parties will continue to negotiate the terms of an agreement with James Drury Partners to plan,market, and host the 2016 Polo Season and future Polo Seasons on behalf of the Village and will come back to the Board for approval of that agreement when it is finalized. Recommendation: Staff recommends that the Village Board the resolution as presented. BOT AGENDA Page 1 n/ RESOLUTION 2016-POLO-MOU-R-1543 A RESOLUTION APPROVING A MEMORANDUM OF UNDERSTANDING BY AND BETWEEN THE VILLAGE OF OAK BROOK AND JAMES DRURY PARTNERS, LTD REGARDING THE PLANNING, MARKETING,AND HOSTING OF THE 2016 POLO SEASON WHEREAS, the Village desires to partner with a firm to plan, market, and host on behalf of the Village ("Services' the Village's 2016 Oak Brook Polo Club season ("2016 Season'j; and WHEREAS, the Village is in the process of negotiating an agreement with James Drury Partners, Ltd. ("Drury'l for Drury to provide the Village with the Services ("Agreement'j; and WHEREAS, because providing the Services is a big undertaking and Drury needs to take certain steps before the Village and Drury can complete the negotiations of the Agreement to efficiently provide the Services, the Village and Drury desire to enter into a memorandum of understanding ("MOU'l to govern the relationship between Drury and the Village until the Agreement is negotiated and executed; and WHEREAS, entering into the MOU will not commit the Village to enter into the Agreement with Drury if the parties cannot agree to terms; and WHEREAS, the Village President and Board of Trustees have determined that it is in the best interests of the Village to enter into the MOU; NOW THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF OAK BROOK, DU PAGE AND COOK COUNTIES, ILLINOIS as follows: Section 1: Recitals. The foregoing recitals are hereby incorporated into, and made a part of, this Resolution as the findings of the President and Board of Trustees of the Village of Oak Brook. Section 2: Approval of the MOU. The President and Board of Trustees hereby approve the MOU by and between the Village and James Drury Partners, Ltd in substantially the same form as attached hereto as Exhibit A, and in a final form approved by the Village Attorney. Section 3: Authorization and Execution of the MOU. The Village Manager and Village Clerk are hereby authorized to execute the final MOU on behalf of the Village after review and approval of the final form of the MOU by the Village Attorney and after receipt of the final MOU fully executed by Drury. Section 4: Effective Date. This Resolution shall be in full force and effect upon passage and approval in the manner provided by law. [SIGNATURE PAGE FOLLOWS] Resolution 2016-POLO-MOU-R-1453 Approving a Memorandum of Understanding With James Drury Partners Ltd. Page 2 of 2 APPROVED THIS 8th day of March, 2016 Gopal G. Lalmalani Village President PASSED THIS 8th day of March, 2016 Ayes: Nays: Absent: ATTEST: Charlotte K. Pruss Village Clerk 2 #39477609_v2 EXHIBIT A MEMORANDUM OF UNDERSTANDING MEMORANDUM OF UNDERSTANDING: VILLAGE OF OAK BROOK AND JAMES DRURY PARTNERS This Memorandum of Understanding ("MOU"), dated March 2016, is entered into by and between James Drury Partners, Ltd, an Illinois corporation located at 875 North Michigan Avenue, Suite 3805, Chicago, IL 60611 ("Organizer"), and the Village of Oak Brook, an Illinois municipal corporation located at 1200 Oak Brook Road, Oak Brook, IL 60523 ("Village"), regarding the Oak Brook Polo Club (the "Club"). A. PURPOSE: This MOU sets forth certain non-binding provisions and certain binding provisions between the Organizer and the Village with respect to the planning, marketing, and hosting of the Village's 2016 Club Season while the parties prepare and negotiate the terms of an agreement for the Organizer to plan, market, and host the 2016 Club Season and future Club Seasons on behalf of the Village ("Agreement"). B. STATEMENT OF MUTUAL BENEFIT AND INTERESTS: The parties desire to prepare and negotiate the terms of the Agreement. The parties recognize that it is in both of their interests to transition some of the planning, operational and marketing activities related to the 2016 Club Season from the Village to the Organizer prior to the preparation and execution of the Agreement. Both parties wish to establish a cooperative relationship while efforts are made to develop and execute the Agreement. C. BINDING PROVISIONS: 1. Reasonable Efforts:The Organizer and the Village will negotiate the Agreement in good faith and use reasonable efforts to arrive at a mutually acceptable Agreement for approval, execution, and delivery on or before April 15, 2016. 2. Exclusive Dealings: Until the Agreement has been properly executed and delivered by both the Organizer and the Village or this MOU has been terminated pursuant to Section C.3 of this MOU, whichever occurs sooner, the Organizer will not enter into any negotiations, discussions, agreements, or understandings with any person or entity related to the hosting, running, or promoting of polo matches in Illinois that are unrelated to the Village's 2016 Club Season. 3. Term/Termination: This MOU may be terminated: (i) at any time by mutual written consent of the Organizer and the Village; or (ii) upon written notice by any party to the other party if the Agreement has not been executed and delivered by both the Organizer and the Village by April 15, 2016; provided, however,that the termination of this MOU shall not affect the liability of a party for breach of any of the Binding Provisions prior to the termination of this MOU. Upon termination of the MOU, the parties shall have no further obligations hereunder, except as stated in Sections CA and C.5 of this MOU,which shall survive termination. 4. Costs and Expenses: The Organizer and the Village will each be responsible for and bear all of their own respective costs and expenses, including without limitation, expenses of their legal counsels, accountants, and representatives incurred at any time in connection with this MOU and any activities undertaken by each party in preparation and planning for the 2016 Club Season until an Agreement is executed and delivered, at which time any such costs and expenses shall be governed by the Agreement. 5. Confidentiality: The Organizer acknowledges that the Village may provide it Confidential Information under this MOU. The Organizer agrees not to disclose (except as permitted herein) any Confidential Information of the Village without the Village's prior written consent. "Confidential Information" means all confidential business information, technical information, financial information, sponsorship lists, and other information the Village marks as "Confidential" or an equivalent designation or that should reasonably be understood to be confidential given the nature of the information and/or the circumstances surrounding the disclosure. The Organizer agrees: (i)to use and disclose the Confidential Information only in connection with, and in furtherance of, this MOU and for the planning and marketing of the 2016 Club Season; and (ii) to protect such Confidential Information using the measures that Organizer employs with respect to its own Confidential Information of a similar nature, but in no event with less than reasonable care. Notwithstanding the foregoing, Confidential Information does not include information that: (a) has become publicly known through no breach by the Organizer; (b) was rightfully received by the Organizer from a third party without restriction on use or disclosure; or (c) is independently developed by the Organizer without access to such Confidential Information. Notwithstanding the above, the Organizer may disclose Confidential Information to the extent required by law or court order, provided that prior written notice of such required disclosure and an opportunity to oppose or limit disclosure is given to the Village. In the event that negotiations are terminated and this MOU is terminated, the Organizer will: (x) promptly deliver to the Village, and will not retain, any documents, work papers and other materials (and any reproductions thereof) that contain Confidential Information; (y)will not use any Confidential Information; and (z)will use its reasonable efforts to keep Confidential Information confidential. 6. Disclosure of Relationship: The Organizer shall not make any written, oral, or implied representations that it is an agent or representative of the Village. The Organizer shall not enter into any agreements related to the 2016 Club Season, including,without limitation,agreements with polo teams and players, sponsors, advertisers, venders, or consultants, without first clearly setting forth to such party in writing that: (i) such agreement is between that party and the Organizer, and not the Village; (ii) the Organizer has not yet entered into the Agreement with the Village for the 2016 Club Season; and (iii)the Organizer is not an agent for,or representing,the Village. 7. Fees and Payments: The Organizer shall not collect revenue, fees, or payments related to the 2016 Club Season, including, without limitation, sponsorship, ticket, merchandise, food and beverage revenues,fees or payments, until the parties execute and deliver the Agreement. 8. Assignment of Agreement: Organizer and Village acknowledge that the Organizer will likely be forming a new legal entity or subsidiary to James Drury Partners, Ltd.to undertake all of Organizer's activities related to the 2016 Club Season. Upon the formation of new legal entity or subsidiary, and with prior written approval of the Village, the Organizer may assign all of its rights and responsibilities under this MOU to the new legal entity or subsidiary. This MOU shall not be assignable by either the Village or the Organizer other than as specifically set forth in this subsection C.8. D. NON-BINDING PROVISIONS: 1. Organizer Commitments: The Organizer agrees to make good faith efforts to do the following while the parties negotiate the Agreement: a. Sponsorship Sales: The Organizer shall identify and secure new sponsorship revenue from local, regional and national companies and organizations, as well as to secure the renewal sponsorships from the Village's prior Club sponsors. b. Branding: The Organizer shall refine the Club's vision and promotional message with Village input and coordination. c. Scheduling: The Organizer shall identify and secure 2016 dates for the 2016 Club Season in coordination with,and approval from,the Village and participating polo teams and players. d. Communications: In coordination with the Village, the Organizer shall manage and redesign the marketing communications channels and platforms for the 2016 Club Season, including, without limitation, a website, social media channels, magazine / program, newsletters, etc. In the event that the parties are unable to negotiate an Agreement, the Organizer shall work in good faith with the Village to transition to the Village any marketing communication channels, platforms, and materials so that the Village can effectively market the 2016 Club Season. e. Operations: Prior to the execution of the Agreement, the Organizer shall develop, and obtain approval from the Village for an onsite operational plan for the 2016 Club Season, which operational plan shall include the locations for ticketing, spectators,seating, catering, event run- of-show, vendors, etc. Inquiries regarding matters related to the 2016 Club Season that are specifically assigned to the Organizer should be referred to the Organizer. f. Public Relations: The Village and the Organizer shall cooperate with each other to respond to media-related inquiries related to the 2016 Club Season. g. Event Plans &Village Dissemination: In order to provide ongoing transparency and facilitate the Village's review of the onsite operational plan for the 2016 Club Season, the Organizer shall provide the Village with information regarding the status and progress of its 2016 onsite operational plan and its management plans concurrently with and following the Agreement negotiations. Such plans may include ticketing, sponsorship, marketing, food and beverage services, etc. The Organizer and Village recognize and acknowledge that plans for the 2016 Season will likely undergo changes prior to and during the 2016 Club Season. 2. Village Commitments: The Village agrees to make good faith efforts to support the Organizer in performing its commitments listed in Section D.1 of this MOU while the Parties negotiate the Agreement. Such support shall include providing the Organizer the necessary cooperation and information for the Organizer to make effective and coordinated decisions with the Village. IN WITNESS WHEREOFF,the parties have executed this MOU as of the date set forth above. JAMES DRURY PARTNERS VILLAGE OF OAK BROOK NAM E: NAM E: TITLE: TITLE: DATE: DATE: